LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF
[NAME NEEDED], LLC

PREAMBLE

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is made and entered into and effective as of the____ day of_____________, 1998, by and among Beckman Coulter, Inc., a Delaware corporation ("BCI"), and Affymetrix, Inc., a_____________ corporation ("Affymetrix") (together, the "Members"), for the purpose of forming [NAME NEEDED], LLC (the "Company"), a limited liability company organized under the Delaware Limited Liability Company Act (the "Act").

ARTICLE I
ORGANIZATIONAL MATTERS

SECTION 1.1 FORMATION. The Members hereby form the Company under the Act for the purposes and upon the terms and conditions hereinafter set forth. The rights and liabilities of the Members and of the Members of the Board of the Company shall be as provided in the Act, except as otherwise expressly provided herein or in the Certificate. In the event of any inconsistency between any terms and conditions contained in this Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Agreement shall govern.

SECTION 1.2 NAME. The name of the Company shall be "[NAME NEEDED], LLC" The Company may also conduct business at the same time under one or more fictitious names if the Board determines that such is in the best interests of the Company. The Board may, from time to time, change the name of the Company in accordance with the Act and other applicable law.

SECTION 1.3 PRINCIPAL PLACE OF BUSINESS; OTHER PLACES OF BUSINESS. The principal place of business of the Company is located at 4300 N. Harbor Boulevard, Fullerton, California 92834-3100, or such other place within or without the State of Delaware as the Board may from time to time designate. The Company may maintain offices and places of business at such other place or places within or outside the State of Delaware as the Board deems advisable.

SECTION 1.4 BUSINESS PURPOSE. The Company may (i) engage in the business of conducting research, and developing, creating, implementing, promoting, and marketing products and services in the fields[] ⁽¹⁾ and, in connection therewith, (ii) make, have made, import, use, sell and distribute arrays of poly nucleotide sequences for all fields, uses and applications, and systems, instruments, kits, and consumables for use therewith, and (iii) subject to and in accordance with the terms of this Agreement do anything necessary and incidental to the foregoing practices, uses, and applications.

SECTION 1.5 SPECIFIED PURPOSE. The Company shall be a limited liability company and its sole purposes shall be those specified in Section 1.4, and this Agreement shall not be deemed to create a company, venture, or partnership between or among the Members with respect to any other activities whatsoever. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit, or assume any obligation or responsibility on behalf of the Company, its properties, or any other Member.

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